8-K 1 eps1292.txt COMMUNITY BANCORP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ Date of report (Date of earliest event reported): October 31, 2003 Community Bancorp, Inc. (Exact name of registrant as specified in its charter) Massachusetts 33-12756-B 04-2841993 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 17 Pope Street, Hudson, MA 01749 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 568-8321 Not Applicable (Former name or former address, if changed since last report) Items 1 through 4. Not applicable. Item 5. Other Events. On October 31, 2003, following the receipt of all required regulatory and stockholder approvals, Citizens Financial Group, Inc. ("Citizens") completed the acquisition of Community Bancorp, Inc. ("Community") pursuant to an Agreement and Plan of Merger, dated as of July 30, 2003, between Citizens and Community (the "Agreement"). The acquisition was effected by means of a merger of a wholly-owned subsidiary of Citizens with and into Community (the "Merger"). In addition, Community's banking subsidiary, Community National Bank, was merged with and into a banking subsidiary of Citizens, Citizens Bank of Massachusetts. Upon consummation of the Merger, each outstanding share of common stock of Community (other than certain excluded shares) was converted into the right to receive $19.75 in cash. For additional information, reference is made to the press release of Citizens, dated October 31, 2002, which is included as Exhibit 99.1 and is incorporated herein by reference. Item 6. Not applicable. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) The following exhibits are included with this Report: Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, July 30, 2003, by and among Citizens Bank of Massachusetts, Citizens Financial Group, Inc., and Community Bancorp, Inc. * 4.1 Second Amendment to Shareholder Rights Agreement dated July 29, 2003.* 99.1 Press Release dated October 31, 2003. * Incorporated by reference to the Current Report on Form 8-K filed by Community with the Commission on July 30, 2003. Items 8 through 12. Not applicable. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Community Bancorp, Inc. By: /s/ Donald R. Hughes, Jr. ------------------------- Donald R. Hughes, Jr. Treasurer and Clerk Date: October 31, 2003 -3- EXHIBIT INDEX Exhibit # Exhibit Description --------- ------------------- 99.1 Press Release dated October 31, 2003. -4-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 30, 2003

COMMUNITY BANCORP, INC.

Massachusetts (State or other jurisdiction of incorporation) 33-12756-B (Commission File Number) 04-2841993 (IRS Employer Identification No.)

17 Pope Street Hudson, Massachusetts 01749

Registrant's telephone number, including area code: (978) 568-8321

Not Applicable (Former name or former address, if changed since last report)

Items 1 through 4. Not applicable

Items 5. Other Events

On July 30, 2003, Citizens Financial Group, Inc. ("Citizens") and Community Bancorp, Inc. ("Community") entered into an Agreement and Plan of Merger (the "Agreement") by and among Citizens Bank of Massachusetts ("Citizens Bank"), a wholly-owned subsidiary of Citizens, Citizens and Community. Under the terms of the Agreement, Citizens will acquire Community, the holding company for Community National Bank in a cash merger transaction of $19.75 per share, or an aggregate of $115.8 million based on shares outstanding. Community announced the merger in a press release dated July 30, 2003, a copy of which is attached hereto as Exhibit 99.1.

Pursuant to the Agreement, Community National Bank will become part of Citizens Bank. The transaction has the approval of the boards of directors of Citizens and Community. The acquisition is subject to customary conditions, including shareholder and regulatory approval, and is expected to close in the fourth quarter of 2003.

The Exhibit 99.1 referred to in this Item 5 is filed as part of this report and is incorporated herein by reference.

Item 6. Not applicable

Item 7. Financial Statements and Exhibits

The following Exhibits are filed as part of this report:

EXHIBIT NO.		Description
2.1		Agreement and Plan of Merger, July 30, 2003, by and among Citizens Bank of Massachusetts, Citizens Financial Group, Inc., and Community Bancorp, Inc.
4.1		Second Amendment to Shareholder Rights Agreement dated July 29, 2003.
99.1		Press Release dated July 30, 2003.

Items 8 through 12. Not applicable

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COMMUNITY BANCORP, INC.
Date: July 30, 2003		By:	/s/ JAMES A. LANGWAY James A. Langway President and Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
2.1		Agreement and Plan of Merger, dated July 30, 2003, by and among Citizens Bank of Massachusetts, Citizens Financial Group, Inc. and Community Bancorp, Inc.
4.1		Second Amendment to Shareholder Rights Agreement dated July 29, 2003.
99.1		Press Release dated July 30, 2003.

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